- Directors: Sam Raimi
- Producers: Avi Arad, Stan Lee, Laura Ziskin, Grant Curtis
- Writers: Screenplay, Sam Raimi, Ivan Raimi, Alvin Sargent, Story, Sam Raimi, Ivan Raimi, Comic Book, Stan Lee, Steve Ditko
- Genres: Action, Adventure, Sci-Fi, Thriller
- Actors: Tobey Maguire, Kirsten Dunst, James Franco, Thomas Haden Church, Topher Grace, Bryce Dallas Howard
Peter Parker has begun to feel secure in his life and plans to propose to Mary Jane. One night in a park, while Peter and Mary Jane are on a date, a small meteorite crashes nearby, and an alien symbiote oozes out, attaching itself to Peter’s moped. Meanwhile, escaped convict Flint Marko falls into a particle accelerator, which fuses his body with the surrounding sand. The result allows him to shape shift at will, becoming the Sandman. Peter’s best friend, Harry Osborn, who seeks vengeance for his father’s death, which he believes Peter caused, attacks him. After Harry gets hit by a pipe on the head, he gets partial amnesia, making him forget his vendetta.
Later, during a festival honoring Spider-Man for saving Gwen Stacy’s life, Sandman attempts to rob an armored car, and overpowers Spider-Man. Captain Stacy later informs Peter and Aunt May that Marko is the one who killed Ben Parker, and a vengeful Peter waits for Marko to strike again. The symbiote bonds with his costume while he is asleep; Peter discovers that not only has his costume changed, but his powers have been enhanced as well. The black suit also brings out the more vengeful, selfish, and arrogant side of Peter’s personality, exemplified by a near lethal attack on Sandman during a battle underground.
After the battle, Marko tells Peter that he had no intention of killing Ben Parker, and that it was an accident born out of a desperate attempt to save his daughter’s life. Peter forgives Marko, who dissipates and floats away to his daughter. Peter and Harry forgive each other, before Harry dies with Mary Jane and Peter at his side. After Harry’s funeral, Peter and Mary Jane begin to mend their relationship.